2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 332 Target Compensation Mix As reflected in the following charts, the MD&C Committee approved a significant amount of each NEO’s target total compensation opportunity in the form of variable, rather than fixed, compensation. 2017 Target Compensation Mix Chief Executive Officer A t R i s k C o m p e n s a t i o n 6 1 % PSUs 19.3% RSUs 19.4% SARs 19.3% Base Salary 20% Target AIP 22% C a s h L o n g T e r m I n c e n t i v e 2017 Target Compensation Mix Average of Other NEOs SARs 13.3% RSUs 13.4% Base Salary 35% Target AIP 25% PSUs 13.3% C a s h L o n g T e r m I n c e n t i v e A t R i s k C o m p e n s a t i o n 5 2 % The charts above include annual base salary, target AIP and target LTIP as of December 31, 2017. The 2017 Target Compensation Mix Average of Other NEOs chart includes data for those NEOs, excluding the President & CEO, serving as named executive officers as of December 31, 2017. Base Salary Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. It is the minimum payment for a satisfactory level of individual performance for as long as the executive remains employed with the Company. Base salary is set at the MD&C Committee’s discretion after taking into account the competitive landscape including the compensation practices of the companies in our selected Compensation Peer Group and survey data from a broader index of comparable companies, our business strategy, our short- and long-term performance goals, and individual factors, such as position, salary history, individual performance and contribution, an individual’s length of service with the Company, and placement within the general base salary range offered to our NEOs. The annual base salary rates are effective on May 1 st of the applicable fiscal year. The table below reflects the year-over-year changes in base salary approved by the MD&C Committee and effective as of December 31, 2017: Annual Base Salary Rate % Increase Executive Effective May 1, 2016 Effective May 1, 2017 F. Nicholas Grasberger III $825,000 $849,750 +3% Peter F. Minan $490,000 $504,700 +3% Russell C. Hochman $365,000 $375,950 +3% Tracey L. McKenzie $360,000 $370,800 +3% Scott H. Gerson $330,000 $339,900 +3% 49 HARSCO CORPORATION